Terms & Conditions of Trade

1. Definitions

1.1 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.2 “GW” means Granite Worx Limited, its successors and assigns or any person acting on behalf of and with the authority of Granite Worx Limited.
1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting GW to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors and permitted assigns.
1.4 “Services” means all Services (including consultation, manufacturing and/or installation services) or Goods supplied by GW to the Client at the Client’s request from time to time (where the context so permits the terms ‘Services or ‘Goods shall be interchangeable for the other).
1.5 “Intended Use” means a product and the use thereof, for which the product is intended to be, or is reasonably likely to be, associated with a building.
1.6 “Non-Conforming Product” means products that are regarded as Non-Conforming for an Intended Use if, when associated with a building:
(a) the product is not, or will not be, safe; or
(b) does not, or will not, comply with the relevant regulatory provisions; or
(c) the product does not perform, or is not capable of performing, for the use to the standard it is represented to conform by or for a person in the chain of responsibility for the product.
1.7 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.8 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including personal information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using GW’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
1.9 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between GW and the Client in accordance with clause 5 below.

2. Acceptance

2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with GW and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Goods requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, GW reserves the right to refuse delivery.
2.6 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Errors and Omissions

3.1 The Client acknowledges and accepts that GW shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by GW in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by GW in respect of the Services.
3.2 In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of GW; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

4. Change in Control

4.1 The Client shall give GW not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address and contact phone or fax number/s, change of trustees or business practice). The Client shall be liable for any loss incurred by GW as a result of the Client’s failure to comply with this clause.

5. Price and Payment

5.1 At GW’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by GW to the Client; or
(b) GW’s estimated Price (subject to clause 5.2). No allowances shall be made for site preparation unless specified in the estimate. The final Price can only be ascertained upon completion of the Services. Variances in the estimated Price of more than 10% will be subject to Client approval before proceeding with the Services; or
(c) GW’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
5.2 GW reserves the right to change the Price:
(a) if a variation to the Goods which are to be supplied is requested; or
(b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
(c) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, clarification of site measurements, limitations to site access, ready availability of stock, prerequisite work by a third party not being completed, safety considerations, etc.) which are only discovered on commencement of the Services; or
(d) in the event of increases to GW in the cost of labour or Goods which are beyond GW’s control.
5.3 Variations will be charged for on the basis of GW’s quotation, and will be detailed in writing, and shown as variations on GW’s invoice. The Client shall be required to respond to any variation submitted by GW within ten (10) working days. Failure to do so will entitle GW to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
5.4 At GW’s sole discretion a deposit may be required.
5.5 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by GW, which may be:
(a) on delivery of the Goods; or
(b) on completion of the Services;
(a) by way of instalments/progress payments in accordance with GW’s payment schedule. Such payment claims may include the reasonable value of authorised variations and the value of any materials delivered to the site but not yet installed;
(c) for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by GW.
5.6 Payment may be made by bank cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Client and GW.
5.7 GW may in its discretion allocate any payment received from the Client towards any invoice that GW determines and may do so at the time of receipt or at any time afterwards. On any default by the Client GW may re-allocate any payments previously received and allocated. In the absence of any payment allocation by GW, payment will be deemed to be allocated in such manner as preserves the maximum value of GW’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
5.8 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by GW nor to withhold payment of any invoice because part of that invoice is in dispute.
5.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to GW an amount equal to any GST GW must pay for any supply by GW under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

6. Provision of the Services

6.1 Subject to clause 6.2 it is GW’s responsibility to ensure that the Services start as soon as it is reasonably possible.
6.2 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that GW claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond GW’s control, including, but not limited to, any failure by the Client to:
(a) make a selection; or
(b) have the site ready for the Services; or
(c) notify GW that the site is ready.
6.3 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of the Goods at GW’s address; or
(b) GW (or GW’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
6.4 At GW’s sole discretion the cost of Delivery is included in the Price.
6.5 GW may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
6.6 Delivery of the Goods to a third party nominated by the Client is deemed to be Delivery to the Client for the purposes of this Contract.
6.7 Any time specified by GW for Delivery of the Goods is an estimate only. The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. GW will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. In the event that the Client is unable to take Delivery of the Goods as arranged then GW shall be entitled to charge a reasonable fee for redelivery and/or storage.

7. Risk

7.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
7.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, GW is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by GW is sufficient evidence of GW’s rights to receive the insurance proceeds without the need for any person dealing with GW to make further enquiries.
7.3 If the Client requests GW to leave Goods outside GW’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
7.4 Where GW is required to install the Goods the Client warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and GW shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising should the premises or equipment be unable to accommodate the installation.
7.5 The Client acknowledges that :
(a) granite, marble, all natural stone and engineered stone are products of nature. These have naturally occurring variations in colour and shade tones, markings, and veining may vary from colour samples provided. GW gives no guarantee (expressed or implied) that colour samples will match the Goods supplied. GW will make every effort to match colour samples to the Goods supplied but will not be liable in any way whatsoever for colour samples differing from the Goods supplied; and
(b) granite and marble fabrication is not an exact science and variances in both overhangs and thickness are to be expected and shall not be deemed a defect; and
(c) marble, granite and other natural stones are porous products. Therefore, all products supplied by GW are sealed for protection. The Client acknowledges that any sealer helps the Goods to be stain resistant, not stain proof. Oil and other acidic substances are prone to causing discolouration and staining if left on surfaces for some time. In addition, honing increases the susceptibility of the Goods to staining, marking etc. as the physical barrier created by polishing is reduced; and
(d) Goods supplied may:
(i) fade or change colour over time; and
(ii) crack or split; and
(iii) expand, contract or distort as a result of exposure to heat, cold, weather; and
(iv) mark or stain if exposed to certain substances; and
(v) be damaged or disfigured by impact or scratching.
7.6 The Client shall indemnify GW of any claim of loss or damages from cracking or breakage of the Goods occurring from movement in cupboards or natural house movement.
7.7 GW shall not be liable for:
(a) any changes in the physical appearance of the Goods after installation including darkening of resin fill in surface of stone, fading, dulling etc.; and
(b) any loss or damage to the Goods after delivery and/or installation that is caused by any tradesmen or other third parties.
7.8 In conjunction with clause 7.5(c), GW recommends that:
(a) any spilt substances are mopped up immediately such as cigarette ash, hot oil, lemon juice, beetroot, juice, wine, detergents, alcoholic and acidic or alkaline substances as natural stones cannot be rendered impervious to all marking and staining; and
(b) for a long lasting finish, granite and marble should be treated or sealed with appropriate sealants at regular intervals. GW can recommend such products best suited to the Goods purchased.
7.9 GW gives no guarantee (expressed or implied) against cracking, chipping, pitting or scratching that may occur that is beyond GW’s control due to the nature of the product at the time of installation.

8. Dimensions, Plans and Specifications

8.1 All customary building industry tolerances shall apply to the dimensions and measurements of the Goods unless the Client and GW agree otherwise in writing.
8.2 GW shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client.
8.3 If the giving of an estimate or quotation for the supply of Goods involves GW estimating measurements and quantities, it shall be the responsibility of the Client to verify the accuracy of GW’s estimated measurements and quantities, before the Client places an order based on such estimate or accepts such quotation.
8.4 Should the Client require any changes to GW’s estimated measurements and quantities, the Client shall request such changes in writing, in the case of an estimate before placing an order based on that estimate and in the case of a quotation before acceptance of that quotation.

9. Access

9.1 The Client shall ensure that GW has clear and free access to the site at all times to enable them to undertake the Services. GW shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of GW.

10. Compliance with Laws

10.1 The Client and GW shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including any WorkSafe health and safety laws relating or any other relevant safety standards or legislation pertaining to the Services.
10.2 Both parties acknowledge and agree:
(a) to comply with the Building Act 2004 (including any subsequent Amendments) in respect of all workmanship and building products to be supplied during the course of the Services; and
(b) that Services will be provided in accordance with any current relevant Australian/New Zealand Standards applicable.
10.3 Where the Client has supplied products for GW to complete the Services, the Client acknowledges that it accepts responsibility for the suitability of purpose and use for their products and the Intended Use and any faults inherent in those products. However, if in GW’s opinion, it is believed that the materials supplied are Non-Conforming products and will not conform with New Zealand regulations, then GW shall be entitled, without prejudice, to halt the Services until the appropriate conforming products are sourced and all costs associated with such a change to the plans and design will be invoiced in accordance with clause 5.2.
10.4 The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required for the Services.
10.5 Notwithstanding clause 10.1 and pursuant to the Health & Safety at Work Act 2015 (the “HSW Act”), GW agrees at all times to comply with sections 28 and 34 of the “HSW Act” with meeting their obligations for health and safety laws in the workplace regardless of whether they may be the party in control of the site or where they may be acting as a sub-contractor for the Client who has engaged a third party head contractor.

11. Title

11.1 GW and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid GW all amounts owing to GW; and
(b) the Client has met all of its other obligations to GW.
11.2 Receipt by GW of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
11.3 It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 11.1:
(a) the Client is only a bailee of the Goods and must return the Goods to GW on request;
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for GW and must pay to GW the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for GW and must pay or deliver the proceeds to GW on demand;
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of GW and must sell, dispose of or return the resulting product to GW as it so directs;
(e) the Client irrevocably authorises GW to enter any premises where GW believes the Goods are kept and recover possession of the Goods;
(f) GW may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of GW; and
(h) GW may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

12. Personal Property Securities Act 1999 (“PPSA”)

12.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Client to GW for Services – that have previously been supplied and that will be supplied in the future by GW to the Client.
12.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which GW may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, GW for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of GW; and
(d) immediately advise GW of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
12.3 GW and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
12.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
12.5 Unless otherwise agreed to in writing by GW, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
12.6 The Client shall unconditionally ratify any actions taken by GW under clauses 12.1 to 12.5.
12.7 Subject to any express provisions to the contrary (including those contained in this clause 12), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

13. Security and Charge

13.1 In consideration of GW agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies GW from and against all GW’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising GW’s rights under this clause.
13.3 The Client irrevocably appoints GW and each director of GW as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.

14. Defects

14.1 The Client shall inspect the Goods on Delivery and shall within twenty-four (24) hours of Delivery (time being of the essence) notify GW, prior to installation, of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford GW an opportunity to inspect the Goods within a reasonable time following Delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which GW has agreed in writing that the Client is entitled to reject, GW’s liability is limited to either (at GW’s discretion) replacing the Goods or repairing the Goods.
14.2 Subject to clause 14.1, customised, or non-stocklist items or Goods made or ordered to the Client’s specifications are not acceptable for credit or return.

15. Warranty

15.1 Subject to the conditions of warranty set out in clause 15.2 GW warrants that if any defect in any workmanship of GW becomes apparent and is reported to GW within twelve (12) months of the date of Delivery (time being of the essence) then GW will either (at GW’s sole discretion) replace or remedy the workmanship.
15.2 The conditions applicable to the warranty given by clause 15.1 are:
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Client to properly maintain any Goods; or
(ii) failure on the part of the Client to follow any instructions or guidelines provided by GW; or
(iii) any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) the warranty shall cease and GW shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without GW’s consent.
(c) in respect of all claims GW shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
15.3 For Goods not manufactured by GW, the warranty shall be the current warranty provided by the manufacturer of the Goods. GW shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

16. Consumer Guarantees Act 1993

16.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by GW to the Client.

17. Intellectual Property

17.1 Where GW has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of GW. Under no circumstances may such designs, drawings and documents be used without the express written approval of GW.
17.2 The Client warrants that all designs, specifications or instructions given to GW will not cause GW to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify GW against any action taken by a third party against GW in respect of any such infringement.
17.3 The Client agrees that GW may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which GW has created for the Client.

18. Default and Consequences of Default

18.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at GW’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
18.2 If the Client owes GW any money the Client shall indemnify GW from and against all costs and disbursements incurred by GW in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, GW’s collection agency costs, and bank dishonour fees).
18.3 Further to any other rights or remedies GW may have under this Contract, if a Client has made payment to GW, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by GW under this clause 18 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
18.4 Without prejudice to GW’s other remedies at law GW shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to GW shall, whether or not due for payment, become immediately payable if:
(a) any money payable to GW becomes overdue, or in GW’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by GW;
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

19. Cancellation

19.1 Without prejudice to any other remedies GW may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions GW may suspend or terminate the supply of Goods to the Client. GW will not be liable to the Client for any loss or damage the Client suffers because GW has exercised its rights under this clause.
19.2 GW may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice GW shall repay to the Client any money paid by the Client for the Goods. GW shall not be liable for any loss or damage whatsoever arising from such cancellation.
19.3 In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by GW as a direct result of the cancellation (including, but not limited to, any loss of profits).
19.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

20. Privacy Policy

20.1 All emails, documents, images or other recorded information held or used by GW is Personal Information as defined and referred to in clause 20.3 and therefore considered confidential. GW acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 8 of the Act and any statutory requirements where relevant in a European Economic Area “EEA” under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). GW acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by GW that may result in serious harm to the Client, GW will notify the Client in accordance with the Act and/or the GDPR. Any release of such personal information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
20.2 Notwithstanding clause 20.1, privacy limitations will extend to GW in respect of Cookies where the Client utilises GW’s website to make enquiries. GW agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to GW when GW sends an email to the Client, so GW may collect and review that information (“collectively Personal Information”)
If the Client consents to GW’s use of Cookies on GW’s website and later wishes to withdraw that consent, the Client may manage and control GW’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.
20.3 The Client authorises GW or GW’s agent to:
(a) access, collect, retain and use any information about the Client;
(i) (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by GW from the Client directly or obtained by GW from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
20.4 Where the Client is an individual the authorities under clause 20.3 are authorities or consents for the purposes of the Privacy Act 2020.
20.5 The Client shall have the right to request (by e-mail) from GW, a copy of the Personal Information about the Client retained by GW and the right to request that GW correct any incorrect Personal Information.
20.6 GW will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
20.7 The Client can make a privacy complaint by contacting GW via e-mail. GW will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at http://www.privacy.org.nz/comply/comptop.html.

21. Suspension of Services

21.1 Where the Contract is subject to section 24A of the Construction Contracts Act 2002, the Client hereby expressly acknowledges that:
(a) GW has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Client, and:
(i) the payment is not paid in full by the due date for payment in accordance with clause 5.5 and/or any subsequent amendments or new legislation and no payment schedule has been given by the Client; or
(ii) a scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its payment; or
(iii) the Client has not complied with an adjudicator’s notice that the Client must pay an amount to GW by a particular date; and
(iv) GW has given written notice to the Client of its intention to suspend the carrying out of work under the construction Contract.
(b) if GW suspends work, it:
(i) is not in breach of Contract; and
(ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Client or by any person claiming through the Client; and
(iii) is entitled to an extension of time to complete the Contract; and
(iv) keeps its rights under the Contract including the right to terminate the Contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator’s determination has not been complied with.
(c) if GW exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to GW under the Contract and Commercial Law Act 2017; or
(ii) enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of GW suspending work under this provision;
(d) due to any act or omission by the Client, the Client effectively precludes GW from continuing the Services or performing or complying with GW’s obligations under this Contract, then without prejudice to GW’s other rights and remedies, GW may suspend the Services immediately after serving on the Client a written notice specifying the payment default or the act, omission or default upon which the suspension of the Services is based. All costs and expenses incurred by GW as a result of such suspension and recommencement shall be payable by the Client as if they were a variation.
21.2 If pursuant to any right conferred by this Contract, GW suspends the Services and the default that led to that suspension continues un-remedied subject to clause 19.1 for at least ten (10) working days, GW shall be entitled to terminate the Contract, in accordance with clause 19.

22. Service of Notices

22.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.
22.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

23. Trusts

23.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not GW may have notice of the Trust, the Client covenants with GW as follows:
(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
(b) the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
(c) the Client will not without consent in writing of GW (GW will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust property.

24. General

24.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising hereunder, shall be submitted to, and settled by, either adjudication in accordance with section 26 of the Construction Contracts Act 2002 and/or by arbitration in accordance with the Arbitration Act 1996 or its replacement(s).
24.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
24.3 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Cambridge, New Zealand.
24.4 Except to the extent permitted by law “CGA”, GW shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by GW of these terms and conditions (alternatively GW’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
24.5 GW may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
24.6 The Client cannot licence or assign without the written approval of GW.
24.7 GW may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of GW’s sub-contractors without the authority of GW.
24.8 The Client agrees that GW may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for GW to provide Goods to the Client.
24.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party.
24.10 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.